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As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333 - _____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STAR GAS PARTNERS, L.P.
(Exact name of registrant as specified in charter)
Delaware 06-1437773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2187 Atlantic Street
P.O. Box 120011
Stamford, Connecticut 06912-0011
(203) 328-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Employee Unit Incentive Plan
(Full Title of Plan)
----------------------
Richard F. Ambury,
Vice President and Treasurer
Star Gas LLC
2187 Atlantic Street
P.O. Box 120011
Stamford, Connecticut 06912-0011
(203) 328-7300
(name and address, including zip code and telephone number,
including area code of agent for service)
----------------------
Copies to:
Brian Brodrick, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103
(212) 977-9700
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to be Offering Aggregate Registra-
to be Registered Registered(1) Price Per Share Offering Price tion Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Senior Subordinated Units........ 82,000 $9.75(2) $799,500(2) $200.00
=========================================================================================================================
</TABLE>
(1) An indeterminate number of Senior Subordinated Units are registered
hereunder, which may be issued in the event provisions against dilution
become operative. No additional registration fee is included for these
shares.
(2) The registration fee is based upon the average of the high and low sales
prices for the Senior Subordinated Units of $9.75 on January 9, 2001, as
prescribed by Rule 457(c).
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INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-8
FILE NO. 333-40138
This Registration Statement is filed for the purpose of registering
additional securities pursuant to Instruction E to Form S-8 under the Securities
Act of 1933, as amended. The Registrant hereby incorporates by reference into
this Registration Statement on Form S-8 in its entirety the Registration
Statement on Form S-8 (File No. 333-40138), which became effective on June 26,
2000, including each of the documents filed by the Registrant with the
Commission and incorporated or deemed to be incorporated therein.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibits
--- -----------------------
5.1* Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
10.1* Amendment No. 1 to Employee Unit Incentive Plan
23.1* Consent of KPMG LLP
23.3* Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)*
__________________
*Filed herewith.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted to directors,
officers or controlling persons of the Registrant, pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
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defense of any action, suit or proceeding is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 16th day of
January, 2001.
Star Gas Partners, L.P.
By: STAR GAS LLC,
As General Partner
By /s/ Irik P. Sevin
---------------------------
Irik P. Sevin
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Irik P. Sevin, Richard
F. Ambury and George Leibowitz and each of them, any of whom may act without the
joinder of the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments for this offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and all other documents in connection, therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or would
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Irik P. Sevin Chairman of the Board, Chief January 16, 2001
------------------------------------ Executive Officer and Director
Irik P. Sevin (Principal Executive Officer)
/s/ George Leibowitz Chief Financial Officer (Principal January 16, 2001
------------------------------------ Financial and Accounting Officer)
George Leibowitz
/s/ Audrey L. Sevin Director January 16, 2001
------------------------------------
Audrey L. Sevin
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ William Nicoletti Director January 16, 2001
------------------------------------
William Nicoletti
/s/ Paul Biddelman Director January 16, 2001
------------------------------------
Paul Biddelman
/s/ Thomas J. Edelman Director January 16, 2001
------------------------------------
Thomas J. Edelman
/s/ I. Joseph Massoud Director January 16, 2001
------------------------------------
I. Joseph Massoud
/s/ Stephen Russell Director January 16, 2001
------------------------------------
Stephen Russell
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